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Verso Technologies to Acquire MessageClick

Verso Technologies Inc. (NASDAQ: VRSO), a leading full service provider (FSP) of business technology solutions, announced today that it has signed a definitive merger agreement for the acquisition of voice and data messaging ASP MessageClick Inc.

MessageClick, based in New York City, is a privately held company that offers unified communications solutions to manage all voice, fax and e-mail communications by computer and over the phone. Because all messages are received in electronic format, they can easily be forwarded, printed, deleted or saved.

"MessageClick has a significant presence in key industries already targeted by Verso, including the financial and communication service provider marketplaces," said Steve Odom, chairman and CEO of Verso. "As we enter the growth part of our strategy, it is our intent to continue to add other propriety products and services to our suite of offerings that add value to customers in these verticals."

According to the terms of the merger agreement, the MessageClick preferred stockholders will be entitled to receive an estimated 1.4 million shares of restricted Verso common stock and warrants to purchase approximately 180,000 shares of restricted Verso common stock. The merger consideration will be adjusted under certain circumstances. In addition, the MessageClick stockholders will be entitled to receive additional consideration, payable in shares of Verso common stock, if Verso receives certain investment commitments no later than December 31, 2000, and/or if MessageClick meets certain performance targets for the year ending December 31, 2001.

As a result of the transaction, Verso will assume an estimated $4.5 million in MessageClick liabilities. Verso has already provided $1.8 million in bridge financing to MessageClick.

At the closing of the transaction, Verso will have raised $9 million from certain strategic MessageClick preferred stockholders to fund the expected cash requirements of the MessageClick investment ($1.8 million of which Verso has funded MessageClick to date); $4.5 million of the company's September private placement was designated for such purposes, and $4.5 million will be raised through the issuance by Verso of 7.5% convertible debentures with a 5-year maturity. In connection with the issuance of the convertible debenture, Verso will issue warrants to purchase up to one million shares of common stock at an exercise price of $7.50. The debenture and warrant purchase transaction will close simultaneously with the merger closing.

The MessageClick acquisition will be accounted for as a purchase, and the expected November closing is subject to the receipt of the approval of the MessageClick stockholders and certain creditor agreements, the consent of Verso's primary lender, the consummation of the sale of the 7.5% debentures and warrants noted above, and other customary closing conditions.

"We anticipate that the combined companies can achieve significant cost savings in the areas of customer care, network operations, and administrative costs. We expect that these savings, together with enhanced product offerings, will further increase our competitiveness as unified messaging continues to be adopted by mainstream users," said Ben Feder, MessageClick CEO and founder.